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    Amendment: SEC Form SC 13D/A filed by Principal Real Estate Income Fund

    10/21/24 3:23:17 PM ET
    $PGZ
    Investment Managers
    Finance
    Get the next $PGZ alert in real time by email
    SC 13D/A 1 formsc13da.htm FORM SC 13D/A Saba Capital Management, L.P.: Form SC 13D/A - Filed by newsfilecorp.com

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549

    SCHEDULE 13D/A

     

    Under the Securities Exchange Act of 1934

    (Amendment No. 3)*

     

    Principal Real Estate Income Fund

    (Name of Issuer)

     

    Common Shares, no par value

    (Title of Class of Securities)

     

    74255X104

    (CUSIP Number)

    Saba Capital Management, L.P.

    405 Lexington Avenue

    58th Floor

    New York, NY 10174

    Attention: Michael D'Angelo

    (212) 542-4635
    (Name, Address and Telephone Number of Person
    Authorized to Receive Notices and Communications)

    October 17, 2024

    (Date of Event Which Requires Filing of This Statement)

    If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [X]

    (Page 1 of 7 Pages)

    ______________________________

    * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

    The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


    CUSIP No.  74255X104   Page 2 of 7 Pages

    1 NAME OF REPORTING PERSON
              Saba Capital Management, L.P.
    2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a) ☐
    (b) ☐
    3 SEC USE ONLY

    4 SOURCE OF FUNDS
              OO (see Item 3)
    5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

    ☐

    6 CITIZENSHIP OR PLACE OF ORGANIZATION
              Delaware
    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON WITH:
    7 SOLE VOTING POWER
              -0-
    8 SHARED VOTING POWER
              411,915
    9 SOLE DISPOSITIVE POWER
              -0-
    10 SHARED DISPOSITIVE POWER
              411,915
    11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
              411,915
    12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

    ☐

    13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
              6.15%
    14 TYPE OF REPORTING PERSON
              PN; IA
           
    The percentages used herein are calculated based upon 6,694,109 Common Shares outstanding as of 4/30/24, as disclosed in the Issuer's N-CSRS filed 7/5/24


    CUSIP No.  74255X104   Page 3 of 7 Pages

    1 NAME OF REPORTING PERSON
              Boaz R. Weinstein
    2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a) ☐
    (b) ☐
    3 SEC USE ONLY

    4 SOURCE OF FUNDS
              OO (see Item 3)
    5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
             
    ☐

    6 CITIZENSHIP OR PLACE OF ORGANIZATION
              United States
    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON WITH:
    7 SOLE VOTING POWER
              -0-
    8 SHARED VOTING POWER
              411,915
    9 SOLE DISPOSITIVE POWER
              -0-
    10 SHARED DISPOSITIVE POWER
              411,915
    11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
              411,915
    12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
             
    ☐

    13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
              6.15%
    14 TYPE OF REPORTING PERSON
              IN
           
    The percentages used herein are calculated based upon 6,694,109 Common Shares outstanding as of 4/30/24, as disclosed in the Issuer's N-CSRS filed 7/5/24


    CUSIP No.  74255X104   Page 4 of 7 Pages

    1 NAME OF REPORTING PERSON
              Saba Capital Management GP, LLC
    2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
             
    (a) ☐
    (b) ☐
    3 SEC USE ONLY
             
    4 SOURCE OF FUNDS
              OO (see Item 3)
    5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
             
    ☐

    6 CITIZENSHIP OR PLACE OF ORGANIZATION
              Delaware
    NUMBER OF
    SHARES
    BENEFICIALLY
    OWNED BY
    EACH
    REPORTING
    PERSON WITH:
    7 SOLE VOTING POWER
              -0-
    8 SHARED VOTING POWER
              411,915
    9 SOLE DISPOSITIVE POWER
              -0-
    10 SHARED DISPOSITIVE POWER
              411,915
    11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
              411,915
    12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
             
    ☐

    13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
              6.15%
    14 TYPE OF REPORTING PERSON
              OO
           
    The percentages used herein are calculated based upon 6,694,109 Common Shares outstanding as of 4/30/24, as disclosed in the Issuer's N-CSRS filed 7/5/24


    CUSIP No.  74255X104   Page 5 of 7 Pages

    Item 1.

    SECURITY AND ISSUER

     

     

     

    This Amendment No. 3 amends and supplements the statement on Schedule 13D filed with the SEC on 10/3/23, as amended by Amendment No. 1 filed 10/23/23 and Amendment No. 2 filed 9/13/24; with respect to the common shares of PRINCIPAL REAL ESTATE INCOME FUND. This Amendment No. 3 amends Items 3 and 5 below.

         

    Item 3.

    SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

     

     

     

     

     

    Funds for the purchase of the Common Shares were derived from the subscription proceeds from investors and the capital appreciation thereon and margin account borrowings made in the ordinary course of business.  In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time.  Since other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Common Shares reported herein. A total of approximately $6,213,006 was paid to acquire the Common Shares reported herein.

     
         

    Item 5.

    INTEREST IN SECURITIES OF THE ISSUER

     

     

       

    (a)

    See rows (11) and (13) of the cover pages to this Schedule 13D/A for the aggregate number of Common Shares and percentages of the Common Shares beneficially owned by each of the Reporting Persons.  The percentages used herein are calculated based upon 6,694,109 shares of common stock outstanding as of 4/30/24, as disclosed in the company's N-CSRS filed 7/5/24.

     

     

       

    (b)

    See rows (7) through (10) of the cover pages to this Schedule 13D/A for the number of Common Shares as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.

     

     

       

    (c)

    The transactions in the Common Shares effected since the filing of the Schedule 13D/A on 9/13/24 by the Reporting Persons, which were all in the open market, are set forth in Schedule A, and are incorporated herein by reference.

     

     

       

    (d)

    The funds and accounts advised by Saba Capital have the right to receive the dividends from and proceeds of sales from the Common Shares.

     

     

       

    (e)

    Not applicable.

     


    CUSIP No.  74255X104   Page 6 of 7 Pages

    SIGNATURES

    After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

    Date:  October 21, 2024

      SABA CAPITAL MANAGEMENT, L.P.

    By:  /s/ Michael D'Angelo
      Name: Michael D'Angelo
    Title: Chief Compliance Officer
       
       
      SABA CAPITAL MANAGEMENT GP, LLC

    By:  /s/ Michael D'Angelo
    Name: Michael D'Angelo
    Title: Authorized Signatory
       
       
      BOAZ R. WEINSTEIN

    By:  /s/ Michael D'Angelo
      Name: Michael D'Angelo
      Title: Attorney-in-fact*


    * Pursuant to a power of attorney dated as of November 16, 2015, which is incorporated herein by reference to Exhibit 2 to the Schedule 13G filed by the Reporting Persons on December 28, 2015, accession number: 0001062993-15-006823
     



    CUSIP No.  74255X104   Page 7 of 7 Pages

    Schedule A

    This Schedule sets forth information with respect to each purchase and sale of Common Shares which were effectuated by Saba Capital since the filing of the Schedule 13D/A on 9/13/24.  All transactions were effectuated in the open market through a broker. 

    Trade Date

    Buy/Sell

    Shares

    Price

    9/16/2024

    Sell

    24,188

    11.19

    9/26/2024

    Sell

    7,266

    11.15

    9/27/2024

    Sell

    5,866

    11.16

    9/30/2024

    Sell

    2,091

    11.19

    10/2/2024

    Sell

    3,300

    11.16

    10/10/2024

    Sell

    4,846

    10.89

    10/15/2024

    Sell

    1,150

    11.03

    10/16/2024

    Sell

    10,709

    11.06

    10/17/2024

    Sell

    17,587

    10.94




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